HARBIN, China, Sept. 6,
2011 /PRNewswire-Asia-FirstCall/ -- Harbin Electric, Inc. ("Harbin
Electric" or the "Company"; NASDAQ: HRBN), a leading developer and
manufacturer of a wide array of electric motors in the People's Republic of China ("China"), today reminded all Harbin Electric
shareholders that September 13, 2011
has been established as the Record Date for shareholders entitled
to receive notice of and to vote at the Company's upcoming Special
Meeting of Shareholders to approve the merger agreement with Tech
Full Electric Company. If approved, the merger will result in all
shareholders other than the buyer group receiving $24.00 per share in cash.
The Company currently expects to publicly announce the date of
the Special Meeting later this month, and expects the transaction
to close in the fourth quarter of 2011.
Harbin Electric strongly encourages shareholders who wish to
exercise their right to vote all of their shares held as of the
Record Date at the Company's upcoming Special Meeting to
immediately contact their brokerage firm, bank custodian or other
nominee to ensure that their shares are not out on loan as of the
Record Date. Because of timing considerations, shareholders whose
shares are on loan should instruct their brokers to take action
several days in advance of the Tuesday,
September 13, 2011 Record Date in order to have their shares
returned to their accounts by the Record Date.
Harbin Electric reminds shareholders that the right to vote
shares of Harbin Electric common stock at the Special Meeting
belongs to whoever holds those shares as of the Record Date and
that any shares held in a margin account are generally
automatically eligible to be loaned out, typically without notice
to the shareholder. Shareholders who have questions or need
assistance in voting are urged to contact MacKenzie Partners Inc.,
which is assisting the Company with this transaction, at
+1-212-929-5500 or Toll-Free in North
America at +1-800-322-2885, or email
harbinproxy@mackenziepartners.com.
$24.00 Per Share in Cash
Represents Immediate Certain Value, and
a Significant Premium to Harbin's
Current and Historical Stock
Prices
Harbin Electric reminds shareholders that:
- Significant Premium: The $24.00 per share in cash going private
transaction represents a 186% premium to the closing stock price of
Harbin Electric of $8.39 on
June 17, 2011, the last trading day
before the announcement of the signing of the merger agreement, and
a 37.6% premium to the closing stock price of $17.44 on September 2,
2011.
- Fully-Executed Financing In Place: Tech Full Electric
and its affiliates have delivered to Harbin Electric a
fully-executed facility agreement between China Development Bank
and Tech Full Electric providing for $400
million of debt financing and a fully-executed note purchase
agreement between Abax Emerald Ltd. and Tianfu Investments
providing for $25 million of
mezzanine financing in support of the transaction. Abax has also
delivered to Tianfu Investments an executed $38.8 million equity commitment letter and Tech
Full Electric has delivered a fully-executed contribution agreement
to the Company whereby members of the purchasing group will
contribute 12,695,384 shares of Company common stock to Tech Full
Electric (the equivalent of an investment of approximately
$304.7 million based on the per share
merger consideration of $24.00 per
share).
- Independent Special Committee Unanimously Approved Going
Private Transaction: In connection with the proposed going
private transaction, the Harbin Electric Board of Directors
established a Special Committee of the Board of Directors (the
"Special Committee"), comprised solely of independent and
disinterested directors. The Special Committee, together with its
financial and legal advisors, ran an extensive process in which all
strategic alternatives were explored, and, as previously disclosed
in the Company's press release on June 20,
2011, unanimously recommended to the Board that the Merger
Agreement be adopted. The Board, with interested directors
abstaining, approved the transaction and unanimously recommends
that the Company's shareholders vote to approve the Merger
Agreement.
Harbin Electric continues to urge shareholders not to be
distracted by what the Company believes are illusory, spurious, and
unfounded claims and scare tactics that the Company believes are
intended solely to advance the interests of short sellers at the
expense of the Company and its shareholders. The Company remains
committed to consummating the fully financed going private merger
transaction with Tech Full Electric.
If completed, the merger will result in the Company becoming a
privately-held company and its common stock will no longer be
listed on the Nasdaq Global Market. The merger agreement and
financing documents contain customary closing conditions.
Morgan Stanley & Co. Incorporated and Lazard Freres &
Co. LLC are serving as financial advisors to the Special Committee.
Goldman Sachs (Asia) LLC is
serving as financial advisor to Mr. Tianfu
Yang. Gibson, Dunn & Crutcher LLP is serving as legal
advisor to the Special Committee. Loeb & Loeb LLP is serving as
legal advisor to the Company. Skadden, Arps, Slate, Meagher &
Flom LLP is serving as legal advisor to Mr. Tianfu Yang. Davis
Polk & Wardwell is serving as legal advisor to Abax. The
Company has retained MacKenzie Partners as proxy solicitor to
assist it in connection with its upcoming Special Meeting.
Additional Information
This press release may be deemed to be solicitation material in
respect of the proposals described in Amendment No. 2 to the
Company's preliminary proxy statement on Schedule 14A, filed by the
Company on August 29, 2011. In
connection with the proposed merger, the Company will file with, or
furnish to the Securities and Exchange Commission (the "SEC"), all
relevant materials, including a definitive proxy statement on
Schedule 14A (when available), and will mail the definitive proxy
statement on Schedule 14A (when available) to its shareholders. In
addition, on August 29, 2011, certain
participants in the proposed transaction filed with the SEC
Amendment No. 2 to a Schedule 13E-3 transaction statement and will
file with or furnish to the SEC and mail to the Company's
shareholders a definitive Schedule 13E-3 transaction statement
(when available). INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH
THE PROPOSED MERGER ON BEHALF OF THE COMPANY, AND THE INTERESTS OF
THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS. This
press release is not a substitute for any proxy statement or other
filings that may be made with the SEC should the proposed merger go
forward. Shareholders are able to obtain copies of the Company's
preliminary proxy statement, the Company's definitive proxy
statement (when available), Amendment No.2 to the Schedule 13E-3
transaction statement and the definitive Schedule 13E-3 transaction
statement (when available) by contacting MacKenzie Partners, Inc.
by email at harbinproxy@mackenziepartners.com or by calling
+1-212-929-5500 or Toll-Free at +1-800-322-2885. In addition
to receiving the Company's preliminary proxy statement, the
Company's definitive proxy statement (when available), Amendment
No.2 to the Schedule 13E-3 transaction statement and the definitive
Schedule 13E-3 transaction statement (when available) by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed merger, and related matters, without charge, from the
SEC's website (http://www.sec.gov) or at the SEC's public reference
room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
these documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong
Qu
Harbin Kai Fa Qu, Harbin, China
150060
Phone Number: 86-451-86116757
Certain of the Company's officers and employees may be deemed
participants in the solicitation of proxies in respect of the
proposals. Information about the Company's executive officers and
directors can be found in its Annual Report on Form 10-K for the
year ended December 31, 2010, filed
with the SEC on March 16, 2011.
Additional information regarding the interests of such potential
participants is included in the preliminary proxy statement and
will be included in the definitive proxy statement when it becomes
available.
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ
materially from those described in this press release. Detailed
information regarding factors that may cause actual results to
differ materially from the results expressed or implied by
statements in this press release may be found in the Company's
periodic filings with the U.S. Securities and Exchange Commission,
including the factors described in the section entitled "Risk
Factors" in its annual report on Form 10-K for the year ended
December 31, 2010. The Company does
not undertake any obligation to update forward-looking statements
contained in this press release. This press release contains
forward-looking information about the Company that is intended to
be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of
forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negatives thereof, or comparable terminology,
and include discussions of strategy, and statements about industry
trends and the Company's future performance, operations and
products.
A number of the matters discussed herein that are not historical
or current facts deal with potential future circumstances and
developments, in particular, whether and when the transactions
contemplated by the Merger Agreement will be consummated. The
discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include:
any conditions imposed on the parties in connection with
consummation of the transactions described herein; adoption of the
Merger Agreement by the Company's shareholders; satisfaction of
various other conditions to the closing of the transactions
described herein; and the risks that are described from time to
time in the Company's reports filed with the SEC.
About Harbin Electric, Inc.
Harbin Electric, headquartered in Harbin, China, is a leading developer and
manufacturer of a wide array of electric motors with a focus on
innovative, customized, and value-added products. Its major product
lines include industrial rotary motors, linear motors, and
specialty micro-motors. The Company's products are purchased by a
broad range of domestic and international customers, including
those involved in the energy industry, factory automation, food
processing, packaging, transportation, automobile, medical devices,
machinery and tool manufacturing, chemical, petrochemical, as well
as in the metallurgical and mining industries. The Company operates
four manufacturing facilities in China located in Xi'an, Weihai, Harbin, and Shanghai.
Harbin Electric has built a strong research and development
capability by recruiting talent worldwide and through collaboration
with top scientific institutions. The Company owns numerous patents
in China and has developed
award-winning products for its customers. Relying on its own
proprietary technology, the Company developed an energy efficient
linear motor driven oil pump, the first of its kind in the world,
for the largest oil field in China. Its self-developed linear motor
propulsion system is powering China's first domestically-made
linear-motor-driven metro train. As China continues to grow its industrial base,
Harbin Electric aspires to be a leader in the industrialization and
technology transformation of the Chinese manufacturing sector. To
learn more about Harbin Electric, visit www.harbinelectric.com.
For media inquiries, please
contact:
|
|
Matt Sherman / Nicole
Greenbaum
|
|
Joele Frank, Wilkinson Brimmer
Katcher
|
|
Tel:
+1-212-355-4449
|
|
|
|
For investor inquiries, please
contact:
|
|
Paul Schulman / Amy
Bilbija
|
|
MacKenzie Partners,
Inc.
|
|
Tel: +1-212-929-5364 (Mr.
Schulman)
|
|
Tel: +1-650-798-5206 (Ms.
Bilbija)
|
|
|
|
Christy Shue
|
|
Harbin Electric, Inc.
|
|
Executive VP, Finance &
Investor Relations
|
|
Tel:
+1-631-312-8612
|
|
Email: IR@HarbinElectric.com
|
|
|
|
Linda Bergkamp
|
|
Christensen Investor
Relations
|
|
Tel:
+1-480-614-3004
|
|
Email: LBergkamp@ChristensenIR.com
|
|
|
SOURCE Harbin Electric, Inc.